Three critics, 365 days. The best movies to play Memphis in 2011.

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Appropriately in a rich but divergent year in cinema, no film made all three of our critics' Top 10 lists. From art-flick epics to mainstream comedies to comic-book adventures, our picks for the year's best moves:

Chris Herrington:

1.Certified Copy: The Western debut of Iranian master Abbas Kiarostami, this French production is like a dream-logic rewrite of Richard Linklater's great Beyond Sunset, setting two people — antiques dealer Juliette Binoche and art critic William Shimell — on a near-real-time driving, walking, and talking trip across the Tuscan countryside. They may have just met. They may have been married for years. But Certified Copy isn't a mystery to be unlocked. Like life or love itself, it's insoluble.

2.The Tree of Life: Encompassing a level of artistic ambition increasingly rare in modern American movies, this audacious Terrence Malick epic is both his most personal — an intimate, autobiographical portrait of nuclear-family life in 1950s Waco, Texas — and most universal — imagining no less than the birth of the universe. Less a narrative than a flood of quotidian fragments, the Waco material is astonishing: an intense hymn to the sensorial and emotional sovereignty of childhood.

3.Another Year: Brit director Mike Leigh might be my favorite practicing filmmaker, and this autumnal late-2010 release, which arrived here in February, is another knockout. Brilliantly acted by members of his revolving company — most notably, an almost painfully recognizable Lesley Manville — it takes on the prickly issue of companionship as a component of happiness.

4.Hugo and 5.War Horse: Martin Scorsese and Steven Spielberg, twin titans of what was once dubbed "New Hollywood," match each other with extravagant period films connected to Europe and the Great War. Both are adapted from works of children's literature. Both deploy exquisite, surprising ensemble casts. Both are models of classical craft and construction. Both are cinema-inspired in their own ways: War Horse is Spielberg's The Quiet Man or Sargeant York, with a little Au Hasard Balthazar thrown in; Hugo is a celebration of silent cinema that understands and appreciates the form far better than the year's actual silent movie cause célèbre, The Artist, and is also the most artful use of 3-D produced by the technique's recent boomlet. And both are rooted in a rich humanism (mis)taken for too simple or sentimental by some.

6.Take Shelter: Arkansas-bred auteur Jeff Nichols — brother of Lucero's Ben! — makes a big leap from his fine regional-indie debut, 2007's Shotgun Stories. In perhaps the lead performance of the year, Michael Shannon is a soft-spoken, blue-collar father and husband suddenly beset by dark visions. This tight little genre movie taps into a sense of unease in modern American life — the fragility of employment, the uncertainty of health care, the burden of credit, the weight of worry, and the fearsome responsibilities of parenthood amid everything else.

7.Bridesmaids: The best mainstream comedy since producer Judd Apatow's Knocked Up, this tour de force from co-writer/star Kristen Wiig similarly grounds its gonzo scenarios in real characters and real emotions and features some of the year's most memorable movie moments — Wiig's outstanding impression of an expectant penis, a wedding-gown-clad Maya Rudolph squatting defeated in the middle of the street.

8.Win Win: This third feature from veteran actor turned indie filmmaker Thomas McCarthy (following The Station Agent and The Visitor) was the year's most overlooked film, a superb middle-class family drama with Paul Giamatti and Amy Ryan as the most believable married couple in recent movie memory.

10.Melancholia: I resisted this on a first viewing because I wasn't emotionally affected by it and because I always feel the urge to resist Lars von Trier movies. I realized on a second viewing that neither of those initial responses was relevant. Here is a black-hole comedy about a woman whose depression is so profound it not only ruins her wedding night, it destroys the world. And it's perhaps the first time von Trier has put the dynamic of skeptical viewership on-screen, with depressive Kirsten Dunst embodying the filmmaker's own rancid worldview and rage-against-the-dying-of-the-light sister Charlotte Gainsbourg fighting a good fight on behalf of audience resistance. A major film. Like it or not.

Second 10:Martha Marcy Mae Marlene, Young Adult, The Help, Drive, Margin Call, Rise of the Planet of the Apes, The Descendants, 13 Assassins, Tiny Furniture, Senna

Addison Engelking:

1.The Tree of Life and Melancholia: Terrence Malick's boldest, wildest, and most divisive movie yet, The Tree of Life is an unstable, provocative mix of evolutionary biology, Christian metaphysics, family memories, and contemporary anxieties. When it works — and most of the time it does — it's almost embarrassingly intimate, as though Sean Penn's voiceover narration is coming from your own head. In contrast to Malick's exuberant, Whitman-esque conviction that "every leaf is a miracle," Lars von Trier's Melancholia offered a potent, Emily Dickinson-like negation of the universe that's just as uncomfortable and sincere. Somehow, they both feel right.

2.Another Year: I didn't like director Mike Leigh's decision to alter the color scheme of his film every time the seasons changed. That seems like a too-obvious way to chart his characters' growth. As long as Leigh keeps coaxing such finely shaded work from actor/collaborators like Jim Broadbent, Ruth Sheen, and (especially) Lesley Manville, though, he's allowed to be heavy-handed every now and then.

3.13 Assassins: Aside from an early appearance by a limbless mute victimized by a wicked warlord, there's very little of the boundary-pushing gore and shock tactics that make Japanese director Takashi Miike's name synonymous with a certain kind of in-your-face Asian cinema. For those too squeamish to explore his work, it's fortunate that Miike can play within the rules as well as break them, thus this perfect slice of genre-film professionalism, starring a baker's dozen of swordsmen as suicidally beautiful and existentially badass as William Holden's gang in The Wild Bunch.

4.Martha Marcy Mae Marlene: The second half of Sean Durkin's cannily chopped-up psychological horror story sort of argues that upper-class materialism is just another kind of cult. But why add extra layers of significance to a paranoid fable that compares more than favorably to Francis Ford Coppola's 1974 masterpiece The Conversation? Elizabeth Olsen's polysemic heroine slips in and out of memories, dreams, and possible visions as Durkin keeps poking and prodding primal American fears — about religion, about group membership, about something making noises in the woods.

5.Win Win and Terri: These two compassionate films offer the year's richest (and most troubling) portraits of teenagers. Both films also build up to vital, scary set pieces, like Win Win's wrestling match and Terri's long night of underage drinking and sexual flirtation.

6.Of Gods and Men: In the stomach-punch movie of the year, a group of monks in a remote abbey try not to lose their religion while the world around them collapses. Seldom have what author Octavio Paz called "the traps of faith" seemed more noble, or more dangerous.

8. Bridesmaids: Even though the film nearly implodes during the Judd Apatow-imposed sequence in the bridal store that climaxes with projectile vomiting and Maya Rudolph defecating in the street, this is by far the year's best Hollywood comedy, featuring the year's most eccentric and jovial ensemble cast.

9.Conan O'Brien Can't Stop and Bill Cunningham New York: Two compelling documentaries about men at work. The portrait of O'Brien as a manic sarcasm machine driven by a bottomless desire for attention is compelling in a nice, chintzy, gossip-magazine way, but like Joan Rivers: A Piece of Work, the film also shows just how tough it is to be famous. In contrast, what a guy this Cunningham is: an ageless, endlessly curious fashion photographer and workaholic who subsists on cheap pastries and pure joie de vivre.

10.Paul/Attack the Block/Rise of the Planet of the Apes: Sometimes high concepts work out pretty well. Whether you're watching the misadventures of a stoner E.T., the struggles of a gang of London street rats against an army of hairy aliens, or the seventh installment of that talking-monkeys-conquer-the-world franchise, they all contain sprightly storytelling shortcuts and well-earned moments of heart-tugging emotional intensity.

1.Of Gods and Men: In a year full of bombastic films, including ones about the birth and ending of the world, no less, my favorite film is power served in a tiny package. A great film about faith and good people, Of Gods and Men tells the true account of the fate of Trappist monks in a civil-war strewn Algeria in the 1990s. With long stretches just observing the men going about their daily rituals, Of Gods and Men is a quiet prayer for peace, knowing that it's never going to come.

2.Contagion: Not a fun film by any stretch of the imagination, but Contagion is a procedural that dazzles with its dedication to its rigid structure. Steven Soderbergh's film about the genesis, spread, and devastation of a pandemic depicts medical and governmental professionals fighting the threat and holding their emotions in check. The characters rarely act afraid. It leaves the terror for the viewer.

3.The Adventures of Tintin: Steven Spielberg's first animated film, Tintin follows in the footsteps of his Indiana Jones and Jurassic Park movies: popcorn entertainments that don't insult the intelligence. It's the most fun I had in a theater this year.

4.Martha Marcy Mae Marlene: A harrowing film about a young woman escaping a cult, Martha Marcy Mae Marlene flirts with indie drama, horror, and character study, keeping the audience guessing for nearly its entire running time before finally revealing what kind of movie it is. I really liked what kind of movie it is.

5.X-Men: First Class and

6.Captain America: The First Avenger: Two Marvel comic-book adaptations that aren't flawless, but they're perfect. First Class gets around to the business of giving the X-Men a proper early-1960s origin. The interpersonal dynamic of young mutants struggling with the human population is good, and better yet is the relationship between Charles Xavier (James McAvoy) and Erik Lehnsherr (Michael Fassbender) as they debate the inherent good or evil of the world less than two decades after the Holocaust. Captain America similarly takes a comic-book icon back to his roots, in this case the World War II battleground. Minus an action montage that tries too hard, Captain America is pulpy, atmospheric fun, as if torn from a period propaganda poster.

7.Tabloid: Errol Morris' documentary of an immensely bizarre episode of abduction in the 1970s. Joyce McKinney "stars" as herself. The film also contains the line of the year: "DOO-DOO DIPPER."

8.The Descendants: Alexander Payne does George Clooney in Hawaii. What makes The Descendants better than that, though, are the human infills that surround Clooney's character, most notably Shailene Woodley, who plays Clooney's rebellious daughter. I prefer the film to Payne's past portraits, About Schmidt and Sideways.

9.Super 8: J.J. Abrams does Steven Spielberg in 1979. An ode to E.T. and Close Encounters of the Third Kind but with a nasty edge, Super 8 is more memorable for the kid actors (particularly Joel Courtney and Elle Fanning) than for the 'splosions and special effects. The film essentially asks, what would E.T. have been like if E.T. had been the alien from Alien?

10.Rise of the Planet of the Apes: The great surprise of the summer was that yet another Planet of the Apes film was actually the best one since the Charlton Heston original. In Rise, the subtext is all oppression politics and revolution. Andy Serkis provides the physicality of the ape, in his best performance since the last time he did that, as King Kong.

Honorable Mentions:The Tree of Life, The Illusionist, Another Year, The Muppets, Rango, Somewhere, Even the Rain, Take Shelter, The Girl With the Dragon Tattoo, The Guard

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